Terms and
Conditions

END-USER LICENCE TERMS

These end-user licence terms govern the relationship between
the Supplier (as defined below in section 1.1) and anyone who
downloads, saves, installs, uses or accesses, or attempts to use
or access, any timber measuring application provided by the
Supplier (i.e., respective software, services and/or related
resources). The terms set forth herein apply regardless of the
environment in which the application is used, the geographic
location of such use and the technical means employed therefor.
Any download, installation, use or access of any such application
or any part thereof shall be deemed to constitute your consent to
be bound by these terms.

1. INTERPRETATION

1.1. The following terms, when capitalised, shall have the
meanings assigned to them below:

"Agreement" -- the contract between the Parties, comprising
these end-user licence terms (as amended from time to time) and
such other terms concerning the Service as the Parties may agree
to;

"Content" -- the information and technical resources
provided by the Supplier to its customers for their use in
conjunction with the Software, and the features of the Software
itself. Items of Content are usually grouped into standard
packages referred to as Service Plans;

"Customer" -- any person or entity who has a valid User
Account or maintains a full or partial copy of any Software. Each
Customer should take this term as referring specifically to them,
unless the context otherwise requires;

"Customer Data" -- any information (including Personal Data)
that the Customer or an End User collects, enters, records,
stores, uses, controls, modifies, arranges, deletes, discloses,
makes available, transmits or otherwise processes through or by
means of the Service;

"End User" -- any person whom the Customer permits or causes
to have access to the Service or any part thereof, whether through
the User Account or otherwise (including anyone who downloads the
Software, or uses or accesses the Service, on the Customer's
behalf);

"Intellectual Property" -- (a) any and all trademarks,
service marks, domain names and business names, brands, rights
pertaining to inventions, designs, databases and proprietary
information (including, without limitation, trade secrets and
know-how), patents, copyrights (including both economic as well as
moral rights) and (b) any and all other items (including rights
and other benefits) considered to be items of intellectual
property under the applicable law;

"Party" -- each of the Customer and the Supplier
(collectively, "the Parties");

"Personal Data" -- any information relating to an identified
or identifiable natural person, regardless of the state and form
of such information;

"Representative" -- any person who represents the Customer
upon its entry into the Agreement;

"Service" -- depending on the context, either (a) the
Supplier's making available of the Software, the User Account,
Content and customer support, or (b) the Software, the User
Account, Content and customer support collectively or in any
combination;

"Service Plan" -- a standard set of Content that the
Supplier has agreed to provide. Each Service Plan has a
distinctive name or name extension (such as "Basic", "Pro" or
"Premium", for example) and different prices are usually charged
for different Service Plans. The features and prices of the
various Service Plans can be studied on the Supplier's website;

"Software" - Timbeter timber measuring software
and such other Supplier-provided programs as the Supplier may make
available in conjunction therewith, including such patches,
updates, upgrades, other modifications and replacements thereof as
the Supplier may from time to time provide;

"Supplier" -- Fordaq SA, a public limited company,
incorporated under Belgian law, enterprise number 0471.664.082,
having its principal place of business at Avenue Louise 523, 1050
Brussels, Belgium, email info [a] fordaq.com;

"User Account" -- a Supplier-provided user account whose
purpose is to allow the Customer to access and use Content (or
certain Content) and engage in certain data processing activities.

1.2. The words "herein", "hereto", "hereof", "hereunder",
"hereby" and "herewith" refer to this Agreement. Words denoting a
gender or genders shall be read as referring to all genders,
unless the context otherwise requires.

1.3. This Agreement (as amended from time to time)
constitutes the entire agreement between the Parties relating to
the subject matter hereof and supersedes all prior agreements and
understandings between the Parties with respect to that subject
matter.

1.4. In case of conflict between any provision herein and
any statement, representation or other information published on
the Supplier's website or contained in any other materials or
communications, the provision in the Agreement shall control.

2. COMMENCEMENT

2.1. This Agreement shall be effective between the Supplier
and the Customer as of the moment when the party to be identified
as the Customer downloads, saves or installs any part of the
Software, obtains a User Account or agrees or is deemed to have
agreed to the terms hereof, whichever occurs first.

2.2. Anyone who uses, accesses or attempts to use or access
any part of the Service shall by so doing be deemed to have agreed
to the terms hereof.

3. LICENCE

3.1. Subject to the terms set forth herein, the Supplier
grants to the Customer and the latter accepts, for the term
hereof, a limited, non-exclusive and non-transferable (save as
provided in section 3.2) licence to use such features of the
Service as included in the Customer's Service Plan.

3.2. With respect to assignment, sub-licensing and other
disposals, the Parties have agreed that:

(a) the Customer shall not, without the Supplier's prior
explicit consent, sub-license, assign, encumber or otherwise
dispose of any of its rights or obligations hereunder, except that
(i) the foregoing restriction does not apply to the Customer's
disposal of its monetary claims (i.e., claims for a specific
amount of money to be paid to the Customer) and (ii) the Customer
may assign the entire Agreement, i.e. all its rights and
obligations hereunder, by way of general succession or enterprise
transfer (the assuming party, respectively, being either the
Customer's general successor or the acquirer of the Customer's
enterprise to which this Agreement pertains);

(b) the Supplier may: (i) in its sole discretion
sub-license, assign, encumber and otherwise dispose of any and all
of its rights hereunder; (ii) dispose, in any manner that the
Supplier reasonably deems appropriate, of any and all of its
obligations hereunder, provided it notifies the Customer thereof;
(iii) assign this Agreement as provided under point (ii) of this
subsection (b).

3.3. The Service may only be accessed through the
interface(s) that the Supplier has provided therefor and must not
be accessed or attempted to be accessed in any manner not approved
by the Supplier.

3.4. The Customer may make copies of the Software for its
own installation, archival and backup purposes only.

3.5. As between the Parties, all Service-related
Intellectual Property shall belong to the Supplier and its
licensors. The Customer shall not acquire any right to such
Intellectual Property or otherwise in connection with the Service,
except for the limited rights of use expressly set forth in this
Agreement. All rights not expressly granted herein shall be deemed
withheld.

4. SERVICE

4.1. The Supplier will use commercially reasonable efforts
to provide the Service to the Customer throughout the term of this
Agreement in accordance with the Customer's Service Plan.

4.2. The Customer acknowledges that: (a) the Service has not
been designed to meet the Customer's individual requirements; (b)
the operation of the Service may from time to time encounter
technical or other problems and may not continue uninterrupted or
without errors; (c) the Service is not fault-tolerant and has not
been designed for use in inherently dangerous circumstances, such
as, e.g., the operation of "major sources of danger", traffic
control or life support systems, handling hazardous substances and
other activities where the failure of the Service could lead to
death, personal injury or environmental damage.

4.3. The Service is provided on an "as is" and "as
available" basis. The Customer's selection and use of the Service
is at the Customer's own risk, as are the Customer's and the End
Users' exposure to, down- and upload of, as well as transmission,
other processing and possession of information, programs and other
items through or due to the Service.

4.4. The Supplier has no obligation to enhance, modify or
replace any part of the Service, or to continue developing or
releasing new versions thereof.

4.5. The Supplier aims to respond to support requests within
24 business hours but makes no commitment as to how quickly
support will be provided or issues will be resolved.

4.6. The Service may provide links or access to third-party
websites, resources or services and these may provide links or
access to the Service. The Supplier is not responsible for the
qualities (including the availability, reliability and security)
of such external sites, resources or services, does not endorse
them and shall not be liable for any loss, damage, expenses or
other consequences resulting from their existence, absence,
qualities, use or inability to use them.

5. PAYMENT

5.1. By installing any part of the Software, obtaining a
User Account or otherwise subscribing to the Service or any part
thereof, or permitting or causing any such activity on its behalf,
the Customer shall be deemed to have agreed to and accepted
liability for the payment of all fees and other charges associated
with the applicable Service Plan. The same applies, mutatis
mutandis, where the Customer permits or causes itself to be
designated as the payor for someone else's Service Plan.

5.2. Unless otherwise specifically agreed, the billing cycle
for any chargeable Service Plan is monthly (i.e., the Customer is
charged for the Service on a monthly basis), commencing on the day
when the subscription to the respective plan takes effect, or, if
the subscription includes a free trial period, on the first day
following such trial.

5.3. Payment for the Service is due in advance by the first
day of each billing period and must be effected by means of a
payment card (credit or debit) or an online wallet service
accepted by the Supplier (such as Google Wallet), unless otherwise
agreed. The Customer shall ensure that sufficient funds are
available on the relevant account and acknowledges that late
payment may result in the suspension of Service or termination of
the Agreement.

5.4. All payments for the Service are handled by a
third-party payment gateway. The Supplier is not responsible for
the processing of the Customer's payments and shall not be liable
for any matter in connection therewith.

5.5. The Supplier may change the fees, rates and the billing
cycle applicable to the Customer's Service Plan upon a month's
notice. If the Customer does not agree with the respective
change(s), its sole and exclusive remedy shall be to unsubscribe
from the Service Plan in question. The Customer's remaining
subscribed to the Service Plan after any such change(s) shall be
deemed to constitute its consent to the respective change(s).

5.6. The Customer acknowledges that Service fees are
non-refundable. For instance: (a) if the Customer unsubscribes
from a Service Plan or its Service Plan or subscription is
modified or the Agreement is terminated or modified in the middle
of a billing period, no refund will be given to the Customer for
any payment relating to that billing period; (b) payments
attributable to future billing periods will not be refunded,
unless otherwise explicitly agreed.

5.7. The Supplier's fees and rates are exclusive of value
added tax, sales tax and other public burdens, save where the
Supplier has otherwise explicitly stated. The Customer shall be
solely responsible for all taxes, duties and burdens that may be
levied on its purchase, import, export, or use of the Service.

5.8. All sums payable to the Supplier hereunder shall be
paid in full, without deducting or allowing the deduction of any
currency conversion, wire transfer, remittance or other charges
relating to the payment (or any handling of the payment) thereof.

6. CUSTOMER'S UNDERTAKING

6.1. The Customer must be a person (natural or legal) or an
entity with legal capacity.

6.2. The Customer must comply and shall cause each End User
to comply with all laws, rules and regulations applicable to their
use of the Service and their processing of Customer Data.

6.3. The Customer warrants that it will not use the Service
for sending unsolicited communications or for uploading,
transmitting, delivering, running, possessing or storing harmful
code, malware or illegal content, and will ensure that none of the
End Users engage in any such activity.

6.4. Any Customer Data that conflicts with the provisions of
this Agreement may be removed, disabled and/or destroyed by the
Supplier at its sole discretion.

6.5. Without derogating from any of the Customer's statutory
obligations, the Customer undertakes that it will not, and will
not allow any End User to: (a) interfere with the proper
functioning of the Service; (b) impose an unreasonable load on the
Service or its infrastructure; (c) copy (except as expressly
permitted herein), reproduce, translate, adapt, arrange or
otherwise alter the Software or reproduce the results of any such
activity; (d) decompile, disassemble or otherwise reverse engineer
the Software; (e) create or attempt to create any product or
service that is substantially similar to, or performs the same or
substantially similar functions as, or otherwise competes with the
Service, or purports to be created, provided or approved by the
Supplier or its licensors.

The undertakings of the Customer set forth in this section
6.5 shall also be deemed to have been made by anyone who uses,
accesses, or attempts to use or access any part of the Service.

7. USER ACCOUNT

7.1. The Customer shall be fully responsible for the
activity that occurs under its User Account, including all acts
performed through or by means of such User Account, and must
notify the Supplier immediately of any breach of security relating
to or unauthorised use of its User Account.

7.2. It shall be the Customer's own responsibility to
maintain the confidentiality of its usernames, passwords and
authentication tokens.

7.3. The Supplier shall not be responsible for any loss,
damage or other consequences that may result from any unauthorised
use of the Customer's User Account, username, password or
authentication token.

7.4. The Supplier has no obligation to monitor or access any
User Account, but may do so in cases where such action is
reasonably justified (e.g., in order to prevent illegal or harmful
activity, provide customer support, or perform its legal duties).

7.5. The Supplier may, in its sole discretion, disable,
close or restrict access to any User Account that is used to
infringe on any Intellectual Property or any proprietary or
personal right of any party.

8. DISCLAIMERS

8.1. Any warranty of the Supplier not expressly stated
herein shall be deemed withheld. The Supplier disclaims, to the
fullest extent permitted under the applicable law, all statutory
warranties and course of performance, course of dealing and usage
related licensees' and users' expectations.

8.2. The Supplier makes no representation or warranty: (a)
that the Service will meet the Customer's or any End User's
requirements or expectations; (b) that access to or the operation
or use of the Service will be uninterrupted, secure or error-free;
(c) that any defects in the Service will be corrected; (d) that
the Service or any means by which the Service is accessed or used
is free of malware or other harmful components; or (e) with
respect to any third-party software, service, information,
infrastructure, resource, or any other third-party item.

9. LIMITATION OF LIABILITY

9.1. The Supplier shall not be liable for any loss, damage,
expenses or other harmful consequences resulting from (a) anyone's
use or inability to use the Service, (b) the properties of the
Service, (c) the need to procure or the procurement of substitute
goods or services or any other substitute benefit for the Service
or any information, asset or other benefit received, owned,
controlled or otherwise enjoyed through the Service, (d) any
message or other communication received or transaction entered
into through or from the Service, (e) unauthorised access to or
interruption, alteration, loss, corruption or deletion of the
Customer's or any End User's transmissions or data, (f) the
statements or conduct of any person having access to the Service,
or (g) any other matter relating to the Service or any part
thereof; REGARDLESS of whether such are suffered or incurred
directly or indirectly or are immediate or consequential and
whether arising in contract, tort or otherwise; PROVIDED, HOWEVER,
that (i) this section shall not prevent claims for the
compensation of direct patrimonial loss suffered by the Customer
due to the Supplier's intentional or grossly negligent breach of
this Agreement or patrimonial loss resulting from the Supplier's
causing personal injury to, or the death of, the Customer, AND
that (ii) the total cumulative liability of the Supplier,
hereunder and otherwise, shall in no event exceed the total amount
of all fees and other charges (exclusive of value added and sales
taxes) that the Customer disbursed to the Supplier for the Service
during the 12 months immediately preceding that month in which the
event giving rise to liability occurred.

9.2. Neither Party shall be liable for breaching its
obligations due to a circumstance it reasonably could not have
foreseen and which is beyond its control, such as, e.g., a force
of nature, an act of a legislative or an executive authority, war,
civil unrest, act of terror, strike, Internet failure or any other
circumstance qualifying as force majeure under the applicable law
-- to the extent that the respective circumstance prevented or
hindered the Party's performance. For the avoidance of doubt, the
provisions of this section: (a) are not intended to derogate from
or limit the application of any statutory limitation or exclusion
of liability; (b) shall not be construed to limit the amount of,
or excuse the Customer from paying, any fee or other consideration
owed hereunder.

10. INDEMNIFICATION

10.1. The Customer shall defend, indemnify and hold harmless
the Supplier, its officers, directors, employees, contractors,
agents and representatives from and against all claims made by and
all damages, liabilities, penalties, fines, costs and expenses
payable to any third party that arise from the Customer's or any
End User's: (a) breach of this Agreement; (b) use of the Service;
(c) processing of Customer Data; or (d) infringement of any
Intellectual Property or any proprietary or personal right.

11. DATA PROTECTION

11.1. While it is not the purpose of this Agreement to
charge the Supplier with the duty of processing any Personal Data
or authorise any significant Personal Data processing activities,
the Customer and the Representative nevertheless acknowledge and
agree that certain Personal Data and other information about the
Customer, the Representative as well as End Users (each of the
Customer, the Representative and any End User hereinafter a "Data
Subject") may be collected and processed by the Supplier and/or
the persons to whom it may outsource or subcontract the Service or
any part thereof (in this article 11, the Supplier and each such
person a "Data Processor").

11.2. The Customer and the Representative agree, and the
Customer warrants that each End User agrees:

(a) that a Data Processor may have collected and may further
collect information (including Personal Data) about the Data
Subjects: (i) during the negotiation, conclusion and modification
of this Agreement (the information collected may include the data
provided in the Agreement as well as any data furnished for the
purposes of negotiating, concluding or amending the Agreement);
(ii) when a Data Subject fills in forms via the Service, creates
or modifies a user profile or enters or modifies other information
associated with the User Account (the information thus provided);
(iii) when a Data Subject visits the Data Processor's website (the
Data Subject's IP address, location, entry and exit pages,
referral sites and keywords, session time and duration, activities
on the site, certain software and hardware attributes); (iv) when
a Data Subject downloads, installs, updates or uninstalls the
Software or accesses or uses the Service (the location, manner,
means and duration of such activity as well as other information
the Data Subject may provide); and (v) when otherwise knowingly
made available to the Data Processor (the information the Data
Subject provides);

(b) that when visiting a Data Processor's website, "cookies"
may be stored within the visitor's device;

(c) to the Data Processors' processing of their Personal
Data and such other information as referenced in point (a)
(collectively, "User Data") for the purposes of: (i) providing the
Service; (ii) improving or otherwise modifying the Service and
notifying the Customer and other relevant Data Subjects thereof;
(iii) customising the content and/or layout of the Data
Processor's website or the Service for the particular visitor or
user; (iv) replying to the Data Subjects' communications and
contacting them; (v) performing the Data Processor's obligations
towards the Data Subject; (vi) exercising and enforcing the Data
Processor's rights; (vii) user statistics and other
Service-related analyses;

(d) that User Data may be processed in the country of their
domicile as well as outside it, including any member state of the
Organisation for Economic Co-operation and Development (OECD) and
any country participating in the European Economic Area (EEA);

(e) that none of the Data Processors will disclose the
respective Data Subject's Personal Data to any third party besides
the members of its corporate group, except when, to the extent and
to persons (i) expressly allowed by the Data Subject or the
Customer, (ii) required by law, or (iii) necessary in order to
perform the Data Processor's obligations under the Agreement or
law, or to exercise its legal rights or defend against claims or
other process.

11.3. If a Data Subject participates in a Data Processor's
mailing or similar programme, the Data Processor may use their
Personal Data to send them information about products, services,
promotions and events that the Data Processor believes may be of
interest to them.

11.4. Upon the Customer's request, the Supplier will grant
the Customer access to, or, at the Supplier's option, provide the
Customer with a statement of, all Personal Data that the Supplier
maintains about the Customer, unless such information is otherwise
reasonably available to the Customer or the Supplier is legally
prohibited from disclosing such records. If any such Personal Data
prove to be incorrect or misleading, the Customer is entitled to
have the same corrected, or, where the Customer is able and
authorised to modify such data, correct these data itself.

12. MODIFICATION

12.1. The Customer acknowledges that, from time to time,
circumstances may arise which make it necessary or desirable to
modify certain provisions of this Agreement. Such circumstances
include: (a) the Supplier's launch of a new service or a
modification to the Service; (b) a significant change in the
Supplier's legal environment; (c) an order or a judgment being
entered against or in favour of the Supplier; (d) a significant
corporate event, such as, e.g., the Supplier's merger or
acquisition, or its change of legal form; (e) the Supplier's
transfer of the enterprise or a part of the enterprise to which
this Agreement pertains; (f) the ambiguity, invalidity,
voidability or unenforceability of a provision herein; (g) any
other event whose occurrence in the Supplier's reasonable judgment
necessitates an amendment hereto.

12.2. The Customer agrees that: (a) upon the occurrence of
any of the circumstances referenced in the preceding section, the
Supplier shall be entitled to make such changes to the Agreement
as it reasonably deems appropriate; (b) the Supplier's ability to
foresee an event or prevent it from happening shall not prejudice
its right to amend the Agreement under point (a) of this section;
(c) the Supplier may amend the Agreement by notifying the Customer
thereof or by posting a revised version of the Agreement on a
website and sending the Customer a link thereto; (d) if the
revised version of the Agreement includes an amendment that
reduces the Customer's rights or increases its responsibilities,
the Supplier will give the Customer reasonable prior notice of
such new version's entry into force.

12.3. Notwithstanding anything herein to the contrary, the
Supplier reserves the right to modify the Service at any time for
any reason, with or without notice. Unless otherwise expressly
agreed, the use of any new features, versions, releases, updates
or other modifications that the Supplier may make available in
connection with the Service shall be subject to the Agreement. The
Customer's continued use of the Service after any such
modification shall constitute the Customer's consent to the
respective modification(s).

12.4. If the Customer does not agree with the Supplier's
changes (whether to the Agreement or the Service), its sole and
exclusive remedy shall be to cancel the Agreement and terminate
its use of the Service.

13. SUSPENSION

13.1. The Supplier may discontinue providing the Service or
any part thereof upon a month's notice and may, with or without
notice, suspend or restrict access to the Service for any Customer
whose payment for the Service remains overdue for more than a
week, or whose use of the Service conflicts with the provisions of
this Agreement.

13.2. The Supplier may suspend performance under the
Agreement in whole or in part with immediate effect if it is
required by law or a judicial or an administrative authority to
refrain from performing its obligations hereunder.

14. TERMINATION

14.1. This Agreement can only be terminated by closing the
Customer's User Account.

14.2. In order for the Customer to close its User Account,
the Customer must log on to the Service and follow the
instructions provided there (or, should such be unavailable,
notify the Supplier thereof and follow the latter's instructions).

14.3. Either Party may close the Customer's User Account and
shall by so doing be deemed to have cancelled this Agreement,
provided that: (a) if the User Account is closed by the Supplier,
the Customer must be given at least a month's notice thereof
(unless section 14.4 applies or the User Account is closed at the
Customer's request); and (b) where the User Account is closed by a
Party entitled to withdraw from the Agreement, such Party has not
notified the other that its closure of the User Account is to be
construed as a withdrawal (which notice must be served prior to or
concurrently with closing the User Account and shall result in the
Agreement being deemed to have been terminated by withdrawal).

14.4. Should either Party commit a material breach of this
Agreement, the other Party may terminate the Agreement forthwith.
Each of the following shall constitute a material breach of
Agreement by the respective Party: (a) a Party having breached any
of its principal obligations hereunder fails to discontinue or
remedy such breach within 30 days after notice from the other
Party specifying the breach and requiring it to be discontinued or
remedied; (b) any act, omission, event or circumstance considered
under the applicable law to be a Party’s material breach of this
Agreement.

14.5. Any Customer having entered into this Agreement as a
"consumer" (as determined under the applicable law, but generally
-- a natural person not transacting within the scope of his/her
business or professional activities) may withdraw from the
Agreement within 14 days of having become a party hereto.
Notwithstanding anything herein to the contrary, any consumer who
withdraws from the Agreement pursuant to the preceding sentence is
entitled to a full refund of all fees and other charges s/he has
paid to the Supplier hereunder, provided, however, that s/he also
returns to the Supplier, or reasonably compensates the Supplier
for the value of, everything s/he has received hereunder.

14.6. The Customer understands and agrees that upon any
termination of this Agreement: (a) all rights that the Customer
has been granted hereunder will terminate; (b) the Customer must
cease all activities authorised by the Agreement; (c) all amounts
owed to the Supplier hereunder become due; (d) all Customer Data
and other information associated with the Customer's User Account
may be deleted or become unavailable to the Customer; (e) the
Customer will receive no refund, exchange or other compensation
for any unused time or credit on a subscription, for any licence
or subscription fee, any data associated with any User Account, or
for anything else; (f) all its Software-related obligations
hereunder shall survive until the Customer has fully removed all
Software from its devices, systems and storage media.

15. NOTICE

15.1. The Customer agrees that the Supplier may provide
notice to the Customer by posting it on the Service or by sending
it to the email address associated with the Customer's User
Account.

15.2. All notices, requests, enquiries, complaints and other
communications that the Customer (or any Data Subject) wishes to
address to the Supplier should be sent to the email or postal
address specified in section 1.1 under the term "Supplier" (or
such other address or email address as the Supplier may have
provided for this purpose).

16. LAW AND JURISDICTION

16.1. This Agreement shall be governed by Belgian law. The
United Nations Convention on Contracts for the International Sale
of Goods does not apply to this Agreement. All disputes arising
from or otherwise concerning this Agreement (including disputes
concerning the formation or validity hereof) shall be resolved by
Belgian courts.

17. MISCELLANEOUS

17.1. If any provision of this Agreement violates any
mandatory rule of the applicable law and proves to be void as a
result thereof, such provision shall, for those specific
circumstances and only in that particular respect in which it is
void, be deemed to have been amended so as to comply with the law.
Any such amendment shall be confined to the minimum necessary to
make the provision valid and shall retain as much of its original
ambit and meaning as possible.

This, one assumes, will be amended to read "Fordaq timber
measuring software" (or if not "Fordaq", then whatever the
brand will be).